Editor’s Note: This is Ukrainian State-Owned Enterprises Weekly, Issue 49, covering events from Oct. 24-29, 2021.
Corporate governance in SOEs
Ukrzaliznytsia’s new temporary executive board approved
The Cabinet of Ministers dismissed former members of Ukrzaliznytsia’s executive board and temporarily appointed new ones.
Ukrzaliznytsia will receive a permanent executive board after a new supervisory board is elected, which should propose executive board candidates to the Cabinet of Ministers, the company’s sole shareholder, no later than Dec. 31, 2021.
Oleksandr Kamyshin, who served as acting CEO since August, was re-appointed as CEO until Dec. 31, 2021.
Other executive board members are:
- Hryhoriy Boyko: director of Ukrzaliznytsia’s engineering and technical support;
- Yevhen Lyashchenko: Kamyshin’s freelance adviser. Previously, he was the director of Media Group Ukraine, a member of Rinat Akhmetov’s SCM holding;
- Orest Logunov: director of public procurement at Naftogaz in 2017-2020. Earlier, he worked as director of logistics at Rinat Akhmetov’s DTEK for three years and as director of logistics and procurement at ArcelorMittal for four years;
- Oleksandr Pertsovskyi: director of passenger company responsible for the passenger business of Ukrzaliznytsia since 2020, and former deputy CEO of Ukrposhta; and
- Roman Chernitskyi, director of infrastructure of Ukrzaliznytsia.
[According to the Law of Ukraine “On Joint-Stock Companies”, the general shareholders meeting may exercise the powers of the supervisory board only when one is absent. According to an analysis of this law, a supervisory board only counts as absent if it is optional for a joint-stock company to have one. For Ukrzaliznytsia, having a supervisory board is mandatory, in accordance with the Law of Ukraine “On Management of State Property” and the Cabinet of Ministers’ Resolution No. 142. Even though it has no members right now, the board is not legally “absent.” According to the law, the power to appoint executive board members (except the CEO in SOEs such as Ukrzaliznytsia) is within the exclusive competence of the supervisory board. Thus, the Cabinet of Ministers is likely to have no legal right to make this decision in lieu of the supervisory board. – SOE Weekly.]
In SOE Weekly (Issue 45), we reported that the SOE Nomination Committee announced a competitive selection of independent supervisory board members for Ukrzaliznytsia. Candidates are to submit their applications until Oct. 29, 2021.
In SOE Weekly (Issue 43), we reported that Ukrzaliznytsia announced a competitive selection of a permanent CEO. Applicants must have submitted their documents by Oct. 6.
[It is, therefore, unclear how a new supervisory board, which may be selected later than the CEO according to this timeline, will appoint new management. – SOE Weekly.]
In SOE Weekly (Issue 41), we reported that Ukrzaliznytsia hired a head-hunting agency to select candidates for the positions of the CEO, executive board members, and four independent supervisory board members.
New member on Ukreximbank’s supervisory board
On Oct. 28, the Cabinet of Ministers appointed Vladyslav Vynyarskyi as an independent member of Ukreximbank’s supervisory board.
According to the Latifundist portal, Vynyarskyi has owned the company Skarb & Statok since June 2019. Since December 2020, he has been the CFO of the Allseeds group.
Previously, Vynyarskyi worked as Deputy CEO of the company AgroVista and Deputy CEO for Strategy and Development of the UkrAgroCom group.
In 2012-2014, Vynyarskyi was the head of corporate governance at Unicredit Bank and in 2010-2011, Vice President of Ukrsotsbank.
SOE updates
Energy sector
Naftogaz publishes consolidated interim financial statements for the first half of 2021
Naftogaz published condensed consolidated interim financial statements for the first six months of 2021. The financial statements were prepared under the International Financial Reporting Standards and were reviewed by an independent auditor (PricewaterhouseCoopers – PwC) without qualifications.
In its release, the company said that it received a net profit of Hr 8.5 billion in the second quarter of 2021 against a net loss of Hr 14.7 billion over the same period in 2020.
The company also said that the result of the first quarter of 2021 was negative, with a net loss of Hr 10.2 billion. For the same period in 2020, its net profit amounted to Hr 3.2 billion.
Therefore, as the statement said, the net profit in the second quarter of 2021 could not offset the net loss in the first quarter of 2021 – accordingly, the net loss for the first half of 2021 amounted to Hr 1.7 billion. For comparison, Naftogaz’s net loss in the first half of 2020 was Hr 11.5 billion.
As we wrote in SOE Weekly (Issue 26), in early May, Naftogaz’s then CFO Peter van Driel said on his Facebook page that Naftogaz received Hr 12.6 billion in net profit in the first quarter of 2021. Later, in an official statement, Naftogaz said that these numbers were based on unaudited and unconsolidated financial statements and that such reporting was less accurate than annual financial statements.
[It follows from Naftogaz’s most recent release that the financial results in the first quarter of 2021 was negative as discussed above. – SOE Weekly.]
In SOE Weekly (Issue 37), we reported that the previous supervisory board of Naftogaz jumped the gun in June 2021, positively evaluating the performance of four former executives – Otto Waterlander, Peter van Driel, Serhiy Pereloma, and Yaroslav Teklyuk – in the first half of 2021.
At that time, the financial results of Naftogaz were unknown (and only became available now). Nonetheless, the supervisory board decided back then that each of the four executive board members met 90% of their objectives and key results (OKRs) in the first half of 2021 and demanded a bank guarantee for an Hr 215 million payment to the executives.
It followed from the excerpts of the supervisory board’s meeting that the board:
- set the OKRs on June 25 – that is, only five days before the first half of 2021 ended;
- evaluated the achievement of these OKRs during the same meeting in which they were set; and
- evaluated the achievement of the OKRs before the first half of 2021 ended, without corporate results known
.It was also unclear why the supervisory board decided to evaluate management’s performance in the middle of the year rather than after year-end, as normal practice – including the previous practice of Naftogaz – would suggest.
It is clear now that the evaluation of the executive board members’ OKRs was not linked to the corporate performance of Naftogaz. It is unclear whether it was based on verified information, and how the supervisory board arrived at the 90% assessment.
In SOE Weekly (Issue 48), we reported that according to Marlin, Naftogaz was the only SOE among the 15 largest Ukrainian SOEs that did not publish or submit its financial statements to the Ministry of the Economy as of last week.
As we wrote in SOE Weekly (Issue 25), Naftogaz reported a loss of Hr 19 billion in 2020. In 2019, the company reported a profit of Hr 63.3 billion (which includes the Gas Transit Arbitration award of Hr 55.7 billion paid by Gazprom). Naftogaz last posted a loss in 2015.
As we reported in SOE Weekly (Issue 25), the Cabinet of Ministers dismissed Naftogaz’s CEO Andriy Kobolyev on April 28, replacing him with Yuriy Vitrenko. After considering the company’s financial statements for 2020, the Cabinet deemed the performance of the supervisory board and management board of Naftogaz in 2020 unsatisfactory, and the CEO (Kobolyev) was fired.
For an extended background of the Naftogaz case, see SOE Weekly’s issues 25, 26, 27, 28, 29, 30, 32, 33, 34, 35, and 36.
Due to Firtash’s debts, GTSOU’s profits are a quarter of its last year’s profits
In the first nine months of 2021, the net profit of the Gas Transmission System Operator of Ukraine (GTSOU) amounted to Hr 5.8 billion. The profit was only Hr 0.2 billion in the third quarter, 38.5 times less than the profit in the third quarter of 2020. In the first nine months of 2020, GTSOU earned Hr 20.9 billion.
According to GTSOU’s Financial Director, Yuriy Kulyk, the increase in the regional gas companies’ debt is the key factor affecting the financial stability of the company. He said that although regional gas companies received funds to repay their February-March 2021 debts for gas balancing services, the volume of their repayments was not commensurate with the volume of accumulated debts. Kulyk also stated that the situation is exacerbated by the fact that new debts of regional gas companies for balancing services were being formed in parallel in September, when they increased by more than Hr 2.6 billion.
In SOE Weekly (Issue 48), we reported that according to Ekonomichna Pravda, the Cabinet of Ministers introduced special accounts for regional gas companies to repay a debt of Hr 10.9 billion to the GTSOU.
Centrenergo reduces its loss in nine months compared to the loss in the first six months
Centrenergo made Hr 436 million in profit in the third quarter of 2021. Since the beginning of the year, the company has had a net loss of Hr 156 million and Hr 795 million for the first quarter
Banks
Ukreximbank receives record profits in September
Ukreximbank’s profit for September 2021 was Hr 533 million. The bank’s net profit for the first nine months of 2021 was Hr 2.18 billion. In the same period in 2020, the bank posted losses of Hr 2.25 billion.
As we reported in SOE Weekly (Issue 29), Ukreximbank was the only state-owned bank that suffered a loss in 2020. Then, the bank’s loss was Hr 5.59 billion, making it the biggest loss-maker among all Ukrainian banks.
However, the bank broke this negative trend in 2021. As we reported in SOE Weekly (Issue 39), Ukreximbank made a profit of Hr 1.12 billion in the first half of 2021.
Oschadbank appeals to secure $1.3 billion compensation for Crimea
Oschadbank appealed to the Court of Cassation of France against a March ruling by the Paris appellate court. This court overturned an arbitration decision that Russia must pay $1.3 billion to Oschadbank for the loss of its assets in Crimea.
Oschadbank said that it was confident that the Court of Cassation of France will recognize that the appellate decision was erroneous and will correct it.
In SOE Weekly (Issue 21), we reported that the Paris Court of Appeal ruled in favor of the Russian Federation, which had been ordered to pay $ 1.3 billion to Oschadbank by the Permanent Court of Arbitration seated in Paris. The NBU had expressed concern about the appellate decision and emphasized that it was important to prove that Russia’s actions against Ukraine were unlawful on an international level.
Infrastructure
UkSATSE reports profit for the first time since 2019
Ukrainian State Air Traffic Services Enterprise (UkSATSE) earned a profit of Hr 183 million in the third quarter of 2021. As a result, UkSATSE’s cumulative loss for the first nine months of 2021 was reduced from Hr 260 million to Hr 77 million. This is the first time that UkSATSE has shown profitability since 2019.
In SOE Weekly (Issue 30), we reported that UkSATSE was among loss-making SOEs in 2020. Its loss amounted to Hr 1.5 billion.
Privatization
SPF sells the first asset in its large-scale privatization plan – the Bilshovyk Plant
On Oct. 27, the State Property Fund (SPF) sold First Kyiv Machine-Building Plant (commonly known as the Bilshovyk) at a privatization auction for Hr 1.429 billion.
The SPF said that 15 potential buyers were interested in the asset. However, only three companies took part in the auction, and only two of them made bids.
There was a two-step price increase of Hr 40 million from the starting price of UAH 1.389 billion: One bidder raised the bid by Hr 20 million in the first step (the minimum amount required to raise a bid), and the other bidder raised his bid by another Hr 20 million in the second step. The third participant made no bids.
General Commerce LLC, apparently affiliated with the businessmen and developers Vasyl Khmelnytsky and Andriy Ivanov, became the winner of the auction.
Later, in a statement to Ekonomichna Pravda, Khmelnytskyi confirmed that his UDP company (managed by Ivanov) is a co-investor in the plant. Oleksiy Baranov, the owner of A-Development, became another co-investor.
[Note, that this is the first asset sold under “large privatization” procedure introduced by the Law on Privatization adopted in 2018. Although the State Property Fund appears to have dealt in full accordance with the law, the competition in the auction is likely to have been limited due to ongoing litigation related to the stripping of part of the plant’s assets.
Various media have suggested that the formal auction participants may have colluded in the bidding (see articles by Kyiv Post, NV Business, and Ekonomichna Pravda).
In this situation, the SPF was facing a trade-off: to continue litigation risking that the state loses the rights to the assets due to the unreformed corrupt court system, or to sell it the plant as is — SOE Weekly.]
The UMCC’s privatization was postponed again
The State Property Fund (SPF) cancelled the United Chemical and Mining Company (UMCC) privatisation auction. The SPF explained that it only received two auction applications, one of which did not meet the requirements.
The Auction Commission set a new auction date, Dec. 20.
In SOE Weekly (Issue 33), we reported that the privatization auction of the UMCC was to take place on Aug. 31, 2021.
Later, in SOE Weekly (Issue 41), we reported that the SPF cancelled that privatization auction since only one bidder qualified after the received applications were checked. The SPF Auction Commission set 29 October as the new date of UMCC’s privatization auction.
The media then published the list of participants allegedly interested in UMCC assets. Some of them said that the asset was not well prepared for privatization, and they did consider the auction’s conditions fair. Others claimed that the starting price was inadequate. It was reportedly impossible to estimate the company’s mineral deposits.
Ukrainian SOE WeeklyTM is an independent weekly digest based on a compilation of the most important news related to state-owned enterprises (SOEs) and state-owned banks in Ukraine. Editorial team: Andriy Boytsun, Mariia Kramar, Dmytro Yablonovskyi, and Oleksandr Lysenko. The SOE Weekly is produced and financed by Andriy Boytsun. Communications support is provided and financed by CFC Big Ideas. The SOE Weekly is not financed or influenced by any external party. © 2020–2021 Andriy Boytsun, all rights reserved. Spaces – Maidan Plaza || Maidan Nezalezhnosti 2, Kyiv 01012, Ukraine Email: [email protected] || Telephone: +380 44 247-7829.
